Bartow County Bank1 loaned more than $2.7 million to Larry Martin, and Martin gave four promissory notes to the Bank in connection with these loans. When Martin failed to make several payments required under the terms of these notes, the Bank declared a default for nonpayment and accelerated the debt due under the notes.2 Martin and the Bank then discussed whether the indebtedness might be restructured, but they were unable to come to an agreement, and the Bank later sued Martin on the four notes. The court below entered summary judgment for the Bank, and Martin appeals, contending that the Bank breached the implied duty of good faith and fair dealing when it declared a default and refused to restructure his debt. Martin also argues that the court below should have permitted him to take discovery on the question of good faith before entering summary judgment. We see no error and affirm. Generally speaking, “every contract imposes upon each party a duty of good faith and fair dealing in its performance and enforcement.” Hunting Aircraft, Inc. v. Peachtree City Airport Auth. , 281 Ga. App. 450, 451 1 636 SE2d 139 2006 citation and punctuation omitted. But “there can be no breach of an implied covenant of good faith where a party to a contract has done what the provisions of the contract expressly give him the right to do.”3 Automatic Sprinkler Corp. of America v. Anderson , 243 Ga. 867, 868 257 SE2d 283 1979. See also Marathon U. S. Realties v. Kalb , 244 Ga. 390, 392 260 SE2d 85 1979; Cox v. Athens Regional Med. Center , 279 Ga. App. 586, 591 1 b 631 SE2d 792 2006; Nobel Lodging, Inc. v. Holiday Hospitality Franchising, Inc. , 249 Ga. App. 497, 500 3 548 SE2d 481 2001; Williams v. South Central Farm Credit , 215 Ga. App. 740, 741 2 452 SE2d 148 1994. Put another way: Firms that have negotiated contracts are entitled to enforce them to the letter, even to the great discomfort of their trading partners, without being mulcted for lack of ‘good faith.’ Although courts often refer to the obligation of good faith that exists in every contractual relation, this is not an invitation to the court to decide whether one party ought to have exercised privileges expressly reserved in the document. ‘Good faith’ is a compact reference to an implied undertaking not to take opportunistic advantage in a way that could not have been contemplated at the time of drafting, and which therefore was not resolved explicitly by the parties. When the contract is silent, principles of good faith . . . fill the gap. They do not block use of terms that actually appear in the contract. Kham & Nate’s Shoes No. 2, Inc. v. First Bank of Whiting , 908 F.2d 1351, 1357 III 7th Cir. 1990 citations omitted. See also Westinghouse Credit Corp. v. Hall , 144 Bankr. Rep. 568, 576 II S.D. Ga. 1992. Consistent with this principle, we recently held that, when a debt instrument explicitly confirms the right of the creditor to pursue one or more specified remedies for default, the creditor owes no duty to the debtor to pursue any particular remedy and may pursue whatever contractual remedy it chooses. See REL Development, Inc. v. Branch Banking & Trust Co. , 305 Ga. App. 429, 431-432 1 699 SE2d 779 2010 lender was not required to pursue foreclosure before commencing suit to collect indebtedness.
In this case, the occurrence of default is undisputed.4 In the event of default, the notes expressly authorize the Bank to demand immediate payment of the entire amount owed under the notes and to pursue its legal remedies, among other things. And the notes explicitly provide that, if the Bank elects to pursue a specific remedy, it does not thereby waive its right to pursue other remedies. The express terms of the note identify the remedies available to the Bank in the event of a default, and the Bank was entitled to choose whichever remedy it preferred. So, although the Bank was perfectly free to negotiate an agreement to restructure the debt that Martin owed if it wished, it also was free to forego restructuring and instead declare default, accelerate the debt, and pursue collection of the debt in court.5
